12

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(MARK ONE)

  X      Quarterly Report pursuant to Section 13 or 15(d) of the Securities
-----    Exchange Act of 1934

For the quarterly period ended August 31, 2002.

_____    Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

For the transition period from ______________________ to ____________________

Commission File No.     000-27225
                    ----------------

                                  ENETPC, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

               Minnesota                                         41-1427445
---------------------------------------------                -------------------
(State or other jurisdiction of incorporation                 (I.R.S. Employer
           or organization)                                  Identification No.)

6825 Shady Oak Road, Eden Prairie, Minnesota                       55344
---------------------------------------------                -------------------
(Address of principal executive offices)                        (ZIP Code)

Issuer's telephone number, including area code:                (952) 943-1598
                                                             -------------------


--------------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report)

Indicate by check mark whether the issuer (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the past 12 months (or for such  shorter  period that the issuer was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes X No

         The  number of shares  of the  issuer's  Common  Stock  outstanding  at
October 15, 2002 was 4,854,320 shares.



<PAGE>


                                  ENETPC, INC.

                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------
                          Part I. Financial Information

Item 1.    Financial Statements

           Balance Sheets as of August 31, 2002 (unaudited) and
           February 28, 2002                                                 3

           Statements  of  Operations  for Three Months and Six Months
           Ended August 31, 2002 and 2001 (unaudited)                        4

           Statements of Cash Flows for the Six Months Ended
           August 31, 2002 and 2001 (unaudited)                              5

           Notes to the Financial Statements (unaudited)                     6

Item 2.    Management's Discussion and Analysis                              7


                           Part II. Other Information

Item 3.    Controls and Procedures                                          10

           Signature                                                        10

           Certifications                                                   11





                                       2
<PAGE>
<TABLE>
<CAPTION>

                                  eNETPC, INC.
                                 BALANCE SHEETS

                                                           August 31     February 28
                                                             2002           2002
                                                          ...........    ...........
                                                         (Unaudited)
<S>                                                       <C>            <C>
ASSETS
Current assets:
        Cash                                              $     6,174    $    16,566
        Accounts receivable, less allowance
        for doubtful accounts - $262,703 at August 31,
        2002 and $255,000 at February 28, 2002                 61,458        226,620
        Inventories                                            30,224         59,650
        Prepaid expenses                                        4,422          3,286
                                                          ...........    ...........
Total current assets                                          102,278        306,122

Property and equipment:
        Office equipment and furniture                        469,664        469,366
        Leasehold improvements                                 37,271         37,271
        Production equipment                                   61,515         61,515
                                                          ...........    ...........
                                                              568,450        568,152
        Accumulated depreciation                             (457,928)      (417,043)
                                                          ...........    ...........
                                                              110,522        151,109
Other Assets                                                   10,700         13,531
                                                          -----------    -----------
Total assets                                              $   223,500    $   470,762
                                                          ===========    ===========



LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
       Accounts payable                                       158,353        208,931
       Accrued payroll and payroll taxes                        8,111          8,111
       Accrued liabilities                                     20,982         25,873
       Due to stockholder                                     149,908        105,000
                                                          ...........    ...........
Total current liabilities                                     337,354        347,915

Shareholders' equity(deficit):
         Common stock, $.01 par value
              Authorized shares - 20,000,000
              Issued and outstanding shares - 4,854,320        48,543         48,543
         Additional paid-in capital                         3,986,600      3,986,600
         Stockholder Subscription Receivable                  (15,165)       (24,964)
         Accumulated deficit                               (4,133,832)    (3,887,332)
                                                          ...........    ...........
Total shareholders' equity(deficit)                          (113,854)       122,847
                                                          -----------    -----------
Total liabilities and shareholders' equity(deficit)       $   223,500    $   470,762
                                                          ===========    ===========

</TABLE>






                                       3
<PAGE>
<TABLE>
<CAPTION>

                                         eNETPC, INC.
                              STATEMENT OF OPERATIONS (UNAUDITED)


                                            THREE MONTHS ENDING          SIX MONTHS ENDED
                                                  31-Aug                       31-Aug

                                            2002          2001         2002          2001
                                        ...........    .........   ...........    ...........
<S>                                     <C>            <C>         <C>            <C>
Sales                                   $   125,215    $ 697,635   $   359,184    $ 3,314,290
Cost of Sales                                92,384      646,017       282,166      3,004,644
                                        ...........    .........   ...........    ...........
      Total Gross Profit                     32,831       51,618        77,018        309,647

Operating expenses:
     General and administrative             111,939      271,391       295,528        364,186
      Sales and marketing                     3,601       84,784        20,487        206,561
                                        ...........    .........   ...........    ...........
                                            115,540      356,175       316,015        570,747
                                        ...........    .........   ...........    ...........

Profit or (loss) from operations            (82,709)    (304,557)     (238,997)      (261,100)

Other income (expense):
      Interest income                          --            177                          237
      Interest Expense                       (4,500)     (15,207)       (7,500)       (34,291)
      Other income (expense)                                 217                       (6,938)
                                        ...........    .........   ...........    ...........
                                             (4,500)     (14,813)       (7,500)       (40,992)
                                        ...........    .........   ...........    ...........
Net income (loss)                       $   (87,209)   $(319,370)  $  (246,497)   $  (302,092)
                                        ===========    =========   ===========    ===========


Net loss per common share - basic
      and diluted                       $     (0.02)   $   (0.07)  $     (0.05)   $     (0.06)

Weighted average common shares
      outstanding - basic and diluted     4,854,320    4,708,996     4,854,320      4,700,246

SEE ACCOMPANYING NOTES


</TABLE>




                                       4
<PAGE>
                                  eNETPC, INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                            SIX MONTHS ENDED
                                                                 31-Aug
 (Unaudited)                                               2002         2001
                                                         ---------    ---------

CASH FLOWS USED IN OPERATING ACTIVITIES
Net profit (loss)                                        $(246,497)   $(302,091)
Adjustments to reconcile net profit (loss) to net cash
     used in operating activities:
          Depreciation and amortization                     40,885       46,144
           Amortization of deferred compensation              --       (190,639)
          Changes in operating assets and liabilities:
                        Accounts Receivable                162,994      338,930
                        Inventories                         29,425       19,530
                        Prepaid expenses                     3,864        5,824
                       Other                                  --            923
                        Accounts payable                   (50,123)     (97,428)
                        Accrued expenses                   (10,347)      21,937
                                                         ---------    ---------
Net cash provided by (used in) operating activities        (69,799)    (156,870)

CASH FLOWS USED IN INVESTING ACTIVITIES
Purchases of property and equipment                           (299)     (34,696)
                                                         ---------    ---------
Net cash provided (used in) investing activities              (299)     (34,696)

CASH FLOWS FROM FINANCING ACTIVITIES
Net  reduction in stockholder subscription receivable        9,799         --
Net proceeds from sale of common stock                        --         70,000
Net proceeds from due to stockholder                        49,908         --
                                                         ---------    ---------
Net cash provided by (used in) financing activities         59,707       70,000

Decrease in cash                                           (10,391)    (121,566)
Cash at beginning of period                                 16,566      175,296
                                                         ---------    ---------
Cash at end of period                                    $   6,175    $  53,730
                                                         =========    =========


Supplemental information:
         Cash paid during the period for interest        $    --      $  34,291


 SEE ACCOMPANYING NOTES



                                       5
<PAGE>



                                  ENETPC, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Note 1.  BASIS OF PRESENTATION

The accompanying  unaudited financial statements of eNetpc, Inc. (the "Company")
as of August 31, 2002 and for the three  months  ended  August 31, 2002 and 2001
have  been  prepared  by the  Company,  without  audit,  pursuant  to rules  and
regulations  of  the  Securities  and  Exchange  Commission   ("SEC").   Certain
information and footnote disclosures,  normally included in financial statements
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America,  have been condensed or omitted pursuant to such rules
and regulations. In the opinion of management, the financial statements included
in this Form  10-QSB  include  all  adjustments,  consisting  only of normal and
recurring  adjustments,  considered  necessary  for a fair  presentation  of the
financial  position and the results of operations and cash flows for the periods
presented.  Operating results for the three months ended August 31, 2002 are not
necessarily  indicative  of the results that may be expected for the year ending
February 28, 2003. These condensed financial statements and footnote disclosures
should  be read in  conjunction  with the  financial  statements  and  footnotes
thereto for the year ended February 28, 2002,  included in the Company's  Annual
Report on Form 10-KSB. The preparation of the financial statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management  to make  estimates  and  assumptions  that affect  amounts
reported in the financial  statements  and  accompanying  notes to the financial
statements. Actual results could differ from those estimates.


Note 2.  INVENTORIES

Inventories  are stated at the lower of cost  (first-in,  first-out)  or market.
Inventories consist principally of purchased components.


Note 3.  DUE TO STOCKHOLDER

The Company  has a note  payable to a  stockholder  in the amount of $149,908 at
August 31,  2002 which is due on October 4, 2002  including  interest at 12% per
annum.   The  note  is   collateralized   by   property   owned  by  a   related
stockholder/officer. Interest expensed for the period ending August 31, 2002 was
$7,500 and interest accrued at August 31, 2002 was $12,500.


Note 4. NET INCOME (LOSS) PER COMMON SHARE

Basic net income  (loss) per share is  computed  based on the  weighted  average
number of common  shares  outstanding  during  each  period.  Diluted net income
(loss) per share includes the incremental  shares assumed issued on the exercise
of stock  options.  Basic and  diluted  net  income  (loss)  per share are equal
because  the  effect  of  the   outstanding   stock   options  and  warrants  is
antidilutive.



                                       6
<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

                              RESULTS OF OPERATIONS

The  following  table  sets  forth,  for the  periods  indicated,  statement  of
operations data as a percentage of net sales:


                                 Three Months Ended     Six Months Ended
                                      August 31             August 31

                                   2002       2001      2002       2001
                                 -------    -------    -------    -------

Sales                              100.0%     100.0%     100.0%     100.0%
Cost of sales                       73.8       92.6       78.6       90.7
                                 -------    -------    -------    -------
Gross profit                        26.2        7.4       21.4        9.3
                                 -------    -------    -------    -------

Operating expenses
General and administrative          89.4       38.9       82.3       11.0
                                 -------    -------    -------    -------
Sales and marketing                  2.9       12.2        5.7        6.2
                                 -------    -------    -------    -------
                                    92.3       51.1       88.0       17.2
                                 -------    -------    -------    -------

Income (loss) from operations      (66.1)     (43.7)     (66.6)      (7.9)
Other income (expense)              (3.6)      (2.1)      (2.1)      (1.2)
                                 -------    -------    -------    -------

Net income (loss)                  (69.7)%    (45.8)%    (68.7)%     (9.1)%
                                 -------    =======    -------    =======


COMPARISON OF THE THREE MONTHS ENDED AUGUST 31, 2001 AND 2002

NET SALES. Net sales decreased  $572,420 or 82%, to $125,215 in the three months
ended August 31, 2002 compared to $697,635 for the three months ended August 31,
2001. The decrease in all business unit sales is primarily due to the continuing
downturn in the computer industry as a whole.

GROSS PROFIT. Gross profit for the second quarter of fiscal 2003 was $32,831, or
26.2% of net sales,  compared  to  $51,618,  or 7.4% of net sales,  in the prior
year. The decrease in gross profit is due primarily to the decrease in net sales
in all business units, particularly in the Virtual Distribution business unit.

OPERATING EXPENSES.  General and administrative expenses were $111,939, or 89.4%
of net sales,  in the second  quarter of fiscal 2003  compared to  $271,391,  or
38.9% of net sales,  in the second quarter of fiscal 2002.  This decrease is due
primarily to the reduction in  administrative  personnel  and related  operating
expenses during fiscal 2003. Sales and marketing  expenses  decreased by $81,813
due primarily to reductions in sales staff and related expenses.

Loss from operations decreased by $221,848 to $(82,709) in the second quarter of
fiscal 2003 from a loss of $(304,557) in fiscal 2002, reflecting the decrease in
net sales and related gross profit, and the decrease in operating expenses.


                                       7

<PAGE>

Interest expense  decreased by $10,707 to $4,500 in the second quarter of fiscal
2003 from $15,207 in fiscal 2002 due to decreased  borrowings  on a  receivables
financing agreement.

As a  result  of the  foregoing  factors,  net loss  decreased  by  $232,161  to
$(87,209)  in the second  quarter of fiscal  2003 from a loss of  $(319,369)  in
fiscal 2002.


COMPARISON OF THE SIX MONTHS ENDED AUGUST 31, 2001 AND 2002

NET SALES. Net sales decreased  $2,955,106 or 89%, to $359,184 in the six months
ended August 31, 2002 compared to $3,314,290 for the six months ended August 31,
2001.

GROSS  PROFIT.  Gross profit for the first half of fiscal 2003 was  $77,018,  or
21.4% of net sales,  compared to  $309,646,  or 9.3% of net sales,  in the prior
year. The decrease in gross profit is due primarily to the decrease in net sales
in all business units, particularly in the Virtual Distribution business unit.

OPERATING EXPENSES. General and administrative expenses were $295,528 , or 82.3%
of net sales, in the first half of fiscal 2003 compared to $364,186, or 11.0% of
net sales,  in the first half of fiscal 2002.  This decrease is due primarily to
the reduction in administrative  personnel and related operating expenses during
fiscal 2003. Sales and marketing expenses increased by $186,074 due primarily to
increased efforts to increase and sustain sales levels.

Loss from  operations  increased by $22,104 to  $(238,997)  in the first half of
fiscal 2003 from a loss of $(261,101) in fiscal 2002, reflecting the decrease in
net sales and related gross profit, and the decrease in operating expenses.

Interest expense decreased by $26,791 to $7,500 in the first half of fiscal 2003
from  $34,291  in  fiscal  2002 due to  decreased  borrowings  on a  receivables
financing agreement.

As a  result  of the  foregoing  factors,  net  loss  decreased  by  $55,596  to
$(246,497)  in the first half of fiscal 2003 from a loss of $(302,093) in fiscal
2002.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash position at August 31, 2002 was $6,174, a decrease of $10,392
from $16,566 at February 28, 2002.  During the six months ended August 31, 2002,
net cash used in operating  activities was $69,799 due primarily to the net loss
from  operations  of  $(246,497),  the  decrease  in  amortization  of  deferred
compensation $(190,639), and the decrease in accounts payable $(50,123),  offset
by the decrease in accounts receivable of $162,994,  the decrease in inventories
of  $29,425,  the  decrease  in prepaid  expenses  of $3,864,  the  decrease  in
depreciation  and  amortization of $5,259,  and the increase in accrued expenses
$10,347. The decrease in accounts receivable is the result of lower sales in the
6 months  ending  August 31,  2002.  The  decrease in  amortization  of deferred
compensation  is due to the  reversal  of prior  expenses  for  amortization  of
deferred  compensation.  The  decrease  in  accounts  payable  reflects  a lower
operating expense level.

Net cash used in  investing  activities  in the six months ended August 31, 2002
was $300 due to the  purchases  of equipment as compared to the net cash used in
investing  activities  for the six months  ended August 31, 2001 of $34,696 also
due to the purchases of equipment and computers.


                                       8
<PAGE>

Net cash  provided by  financing  activities  in the six months ended August 31,
2001 was $70,000 from the sale of common stock.


SIGNIFICANT ACCOUNTING POLICIES

         The  preparation of financial  statements in conformity with accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities  and the disclosure of contingent  assets and liabilities
at the dates of the financial  statements  and reported  amounts of revenues and
expenses  during the reporting  periods.  The Company's  significant  accounting
policies are described in Note 1 to the financial  statements for the year ended
February 28, 2002.  The  accounting  policies used in preparing our interim 2003
financial  statements  are the same as those  described  in  February  28,  2002
financial  statements.  The most significant estimates and assumptions relate to
the valuation of inventory,  capitalized  software  development  costs,  and the
reserves  set aside for bad  debts.  Actual  amounts  could  differ  from  these
estimates.

Inventory Valuation

          Inventories  consist primarily of purchased  components and are valued
          at the lower of cost or market (first-in,  first-out method).  Because
          of the  continuing  pressure  on  component  pricing  in the  computer
          industry,  the  company  regularly  reviews  the  costs  used to value
          inventory  and  adjusts  them to  reflect  upward or  downward  market
          values.

         Within the last year,  the company has changed its method of  operation
from an inventory  carrying  manufacturer  to outsourcing  the  manufacture  and
delivery of its hardware  products.  This change  allows the company to minimize
the carrying costs associated with large amounts of inventory and also decreases
significantly  the risks of  obsolescence  and loss.  The company  continues  to
further  reduce its  inventory  levels and  associated  risks by selling off all
excess items.

         Capitalized Software Development

          Under  the  provisions  of SOP 98-1,  the  Company  capitalizes  costs
          associated  with software  developed or obtained for internal use when
          both the  preliminary  project stage is completed and  management  has
          authorized  further  funding for the project  which it deems  probable
          will  be  completed  and  used  to  perform  the  function   intended.
          Capitalized  costs include only (1) external direct costs of materials
          and  services  consumed  in  developing  or  obtaining   internal  use
          software,  (2) payroll and payroll related costs for employees who are
          directly  associated  with and who  devote  time to the  internal  use
          software  project,  and (3) interest  costs  incurred,  when material,
          while developing  internal use software.  Capitalization of such costs
          ceases no later than the point at which the  project is  substantially
          complete and ready for its intended purpose.

         Reserves Set Aside for Bad Debts called "Allowance for Doubtful
Accounts"

         The Company reviews  customers' credit history before extending credit.
Generally,  a minimum credit limit is established for a first time customer with
acceptable credit ratings. As experience is gained with a customer,  an increase
in the credit  limit can be made based on  acceptable  payment  performance.  An
allowance for doubtful accounts is made only after collection  efforts have been
expended and  management  assesses the  situation as  unrecoverable,  based upon
factors  surrounding the credit risk,  historical  trend and other  information.
Reserves  are set  aside  on a  customer  by  customer  basis  rather  than on a
percentage basis of all customers.


                                       9
<PAGE>

Forward-Looking Statements
--------------------------

Forward-looking   statements  herein  are  made  pursuant  to  the  safe  harbor
provisions of the Private  Securities  Litigation  Reform Act of 1995. There are
certain  important  factors that could cause results to differ  materially  from
those anticipated by some of the statements made herein. Investors are cautioned
that all  forward-looking  statements  involve risks and uncertainty.  Among the
factors that could cause actual results to differ  materially are the following:
market acceptance of new products,  changes in competitive environment,  general
conditions  in the  industries  served  by  the  Company's  products,  continued
availability  of financing and related costs,  and overall  economic  conditions
including inflation.




                           PART II. OTHER INFORMATION


ITEM 3:  CONTROLS AND PROCEDURES.

         Under the  supervision  and with the  participation  of our management,
including our principal  executive officer and principal  financial officer,  we
conducted an evaluation of our disclosure controls and procedures,  as such term
is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), within 90 days of the filing date of this
report. Based on their evaluation, our principal executive officer and principal
accounting  officer  concluded  that  eNetpc,  Inc.'s  disclosure  controls  and
procedures are effective.

            There have been no significant changes (including corrective actions
with regard to significant  deficiencies or material weaknesses) in our internal
controls or in other  factors that could  significantly  affect  these  controls
subsequent to the date of the evaluation referenced above.


                                    SIGNATURE


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        eNETPC, INC.


Dated:  October 15, 2002                By    /s/ Richard A. Pomije
                                              ----------------------------------
                                              Richard A. Pomije
                                              Its Chief Executive Officer


                                       10
<PAGE>


                                 CERTIFICATIONS

I, Richard A. Pomije, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of eNetpc, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. I am responsible for  establishing  and maintaining  disclosure  controls and
procedures  (as  defined  in  Exchange  Act Rules  13a-14  and  15d-14)  for the
registrant and have:

          a) designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

          c)  presented  in this  quarterly  report  our  conclusions  about the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

5. I have disclosed,  based on our most recent  evaluation,  to the registrant's
auditors and the audit committee of registrant's  board of directors (or persons
performing the equivalent functions):

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and

6. I have  indicated  in  this  quarterly  report  whether  or  not  there  were
significant  changes  in  internal  controls  or in  other  factors  that  could
significantly affect internal controls subsequent to the date of our most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.


Date: October 15, 2002         Signed:  /s/  Richard A. Pomije
                                        ----------------------------------------
                               Name:    Richard A. Pomije
                               Title:   Chief Executive Officer and principal
                                        financial officer of eNetpc, Inc.


                                       11
<PAGE>

                            CERTIFICATION PURSUANT TO
                 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         I,  Richard  A.  Pomije,  the Chief  Executive  Officer  and  principal
financial  officer of eNetpc,  Inc. (the "Company") in compliance with 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, hereby certify that, the Company's Quarterly Report on Form 10-QSB for the
period ended August 31, 2002 fully  complies  with the  requirements  of Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 and fairly  presents,  in
all material respects,  the financial condition and results of operations of the
Company.





Date: October 15, 2002         Signed:  /s/  Richard A. Pomije
                                        ----------------------------------------
                               Name:    Richard A. Pomije
                               Title:   Chief Executive Officer and principal
                                        financial officer of eNetpc, Inc.






                                       12